Opinion of Selling Shareholders’ Counsel Sample Clauses

Opinion of Selling Shareholders’ Counsel. The Underwriters shall have received on the Closing Date an opinion of Faegre & Benson LLP, counsel for the Selling Shareholders, dated the Closing Date, xxx form of which is attached hereto as Exhibit B. The opinion shall be rendered to the Underwriters at the request of the Selling Shareholders and shall so state therein.
Sample 1
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Opinion of Selling Shareholders’ Counsel. The Underwriters shall have received on the Closing Date (i) opinions of Lxxxxx & Wxxxxxx LLP and Wxxxxx X. Xxxxx, counsel for the Selling Shareholders set forth therein, dated the Closing Date, the forms of which are included in Exhibits A and B and (ii) an opinion or opinions, as necessary, of counsel for certain of the Selling Shareholders set forth therein, dated the Closing Date, in a form reasonably satisfactory to the Underwriters. The opinions shall be rendered to the Underwriters at the request of the Selling Shareholders and shall so state therein.
Sample 1
Opinion of Selling Shareholders’ Counsel. On the First Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinion of Xxxxxx LLP, counsel for the Selling Shareholders, dated as of such Closing and addressed to you, in form and substance satisfactory to you.
Sample 1

Related to Opinion of Selling Shareholders’ Counsel

  • Opinion of Seller's Counsel Seller shall have delivered to Purchaser an opinion of counsel for Seller, dated as of the Closing Date and in form satisfactory to Purchaser's counsel, to the effect that:

  • Opinion of Purchaser's Counsel The Purchaser shall deliver at Closing an opinion of counsel to the Purchaser addressed to the Sellers in substantially the form attached hereto as Exhibit 8.5.

  • Opinion of Counsel for Selling Stockholders The Representatives shall have received an opinion, dated such Closing Date, from counsel for each Selling Stockholder in form and substance reasonably satisfactory to the Representatives.

  • Opinion of Buyer's Counsel Buyer shall deliver to Seller a favorable opinion of counsel for Buyer, dated as of Closing, in form and substance reasonably acceptable to Seller.

  • Selling Stockholders’ Certificate On each of the First Closing Date and each Option Closing Date, the Representatives shall receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such date, to the effect that:

  • Opinion of Counsel for the Selling Stockholders Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

  • Selling Shareholder’s Certificate On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that:

  • Certificate of Selling Stockholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Stockholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Stockholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Stockholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Opinion of Counsel for the Selling Stockholder At the Closing Time, the Underwriter shall have received the opinion, dated the Closing Time, of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Selling Stockholder, in form and substance satisfactory to counsel for the Underwriter, to the effect set forth in Exhibit B hereto, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

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